NOV Inc. 10-Q

Item 1A. Risk Factors You should carefully consider the risk described below, in addition to other information contained or incorporated by reference herein. Realization of the following risk could have a material adverse effect on our business, financial condition, cash flows and results of operations. The risk factor below updates our risk factors previously discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and in our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2022. The Company could be subject to changes in its tax rates, the adoption of new tax legislation, tax audits, or exposure to additional tax liabilities that could have a material adverse effect on our business, consolidated results of operations, and consolidated financial condition. We are subject to taxes in the U.S. and numerous jurisdictions where we operate and our subsidiaries are organized. Due to economic and political conditions, tax rates in the U.S. and other jurisdictions may be subject to significant change. In addition, our tax returns are subject to examination by the U.S. and other tax authorities and governmental bodies. We regularly assess the likelihood of an adverse outcome resulting from these examinations to determine the adequacy of our provision for taxes. Recently, the Company received and paid a $51 million transfer pricing tax assessment in Denmark. The Company and its advisors believe the assessment is without merit. The Company is presently appealing and believes it will be reimbursed following a successful appeals process. The payment has been recorded as a long term receivable. There can be no assurance as to the outcome of the examinations. Furthermore, an increase in tax rates, particularly in the U.S., changes in our ability to realize our deferred tax assets, or adverse outcomes resulting from examinations of our tax returns could have a material adverse effect on our business, consolidated results of operations, and consolidated financial condition. Item 2. Purchases of Equity Securities by the Issuer and Affiliated Purchasers Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs April 1 through April 30, 2022 1,249 $ 20.14 — — May 1 through May 31, 2022 — — — — June 1 through June 30, 2022 80 $ 17.76 — — Total (1) 1,329 $ 20.00 — (1) The 1,329 shares listed as “purchased” were withheld from employee’s vesting of restricted stock grants, as required for income taxes, and retired. These shares were not part of a publicly announced program to purchase common stock. Item 4. Mine Safety Disclosures Information regarding mine safety and other regulatory actions at our mines is included in Exhibit 95 to this Form 10-Q. Item 6. Exhibits Reference is hereby made to the Exhibit Index commencing on page 28. 27 INDEX TO EXHIBITS (a) Exhibits 3.1 Sixth Amended and Restated Certificate of Incorporation of NOV Inc. (Exhibit 3.1) (1) 3.2 Amended and Restated By-laws of NOV Inc. (Exhibit 3.2) (1) 10.1 Form of Non-Employee Director Restricted Stock Unit Agreement (2022) (2) 31.1 Certification pursuant to Rule 13a-14a and Rule 15d-14(a) of the Securities and Exchange Act, as amended. (2) 31.2 Certification pursuant to Rule 13a-14a and Rule 15d-14(a) of the Securities and Exchange Act, as amended. (2) 32.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (2) 32.2 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (2) 95 Mine Safety Information pursuant to section 1503 of the Dodd-Frank Act. (2) 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) * Compensatory plan or arrangement for management or others. (1) Filed as an Exhibit to our Current Report on Form 8-Q filed on December 21, 2020. (2) Filed herewith. We hereby undertake, pursuant to Regulation S-K, Item 601(b), paragraph (4) (iii), to furnish to the U.S. Securities and Exchange Commission, upon request, all constituent instruments defining the rights of holders of our long-term debt not filed herewith. 28 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: July 28, 2022 By: /s/ Christy H. Novak Christy H. Novak Vice President, Corporate Controller & Chief Accounting Officer (Duly Authorized Officer, Principal Accounting Officer) 29